ServiceNow (NYSE: NOW) officer logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

ServiceNow, Inc. executive Kevin Thomas McBride reported multiple equity transactions tied to restricted stock units on February 13, 2026. He acquired shares of common stock through exercises/conversions of RSUs and relinquished 103 and 714 common shares at $107.08 per share to cover tax withholding. Following these transactions, he directly held 28,010 shares of ServiceNow common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McBride Kevin Thomas

(Last) (First) (Middle)

C/O SERVICENOW, INC.

2225 LAWSON LANE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Former Principal Acctg Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		M		315	A	$0	26,629	D
Common Stock	02/13/2026		F		103(1)	D	$107.08	26,526	D
Common Stock	02/13/2026		M		2,198	A	$0	28,724	D
Common Stock	02/13/2026		F		714(1)	D	$107.08	28,010	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/13/2026		M			315	(3)	(3)	Common Stock	315	$0	2,510	D
Restricted Stock Units	(2)	02/13/2026		M			2,198	(4)	(4)	Common Stock	2,198	$0	4,407	D

Explanation of Responses:

1. Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3.

2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

3. The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

4. Acquired upon achievement of certain performance criteria pursuant to the performance-based RSUs granted February 18, 2025, as determined by the Compensation Committee on February 9, 2026. Shares subject to the RSUs will vest as follows: 33.33% on February 15, 2026, 16.66% on August 15, 2026, 16.67% on February 15, 2027, 16.67% on August 15, 2027, and 16.67% on February 15, 2028, provided the reporting person is employed by or is providing services to the Issuer on each applicable vesting date.

Remarks:

As of February 17, 2026, the reporting person ceased to be a Section 16 officer, but continues to serve as an employee of the Company.

	/s/ Kevin Thomas McBride by Russell S. Elmer, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did ServiceNow (NOW) officer Kevin Thomas McBride report in this Form 4?

Kevin Thomas McBride reported RSU-related equity transactions for ServiceNow. He exercised or converted restricted stock units into common shares and surrendered a portion of those shares to cover federal and state tax withholding obligations associated with RSU vesting.

How many ServiceNow shares did Kevin Thomas McBride relinquish for tax withholding?

Kevin Thomas McBride relinquished 103 and 714 shares of ServiceNow common stock for tax withholding. These dispositions were reported at $107.08 per share and were made to satisfy federal and state tax obligations from RSU vesting, not as open-market sales.

What type of equity awards are involved in Kevin Thomas McBride’s ServiceNow Form 4?

The filing involves restricted stock units and performance-based RSUs at ServiceNow. Each restricted stock unit represents a contingent right to receive one share of common stock, with vesting based on time or specified performance criteria, as determined by the company’s compensation committee.

What is the vesting schedule for Kevin Thomas McBride’s time-based ServiceNow RSUs?

The time-based restricted stock units vest as to one-twelfth of the total shares quarterly. The first vesting occurred on May 15, 2025, and future vesting requires Kevin Thomas McBride’s continued service to ServiceNow on each applicable vesting date.

How do Kevin Thomas McBride’s performance-based RSUs at ServiceNow vest over time?

Performance-based RSUs were acquired after meeting performance criteria set on February 18, 2025. Shares vest 33.33% on February 15, 2026, then 16.66% on August 15, 2026, and 16.67% on February 15, 2027, August 15, 2027, and February 15, 2028, subject to continued service.

How many ServiceNow common shares does Kevin Thomas McBride hold after these transactions?

After the reported RSU conversions and tax-withholding share relinquishments, Kevin Thomas McBride directly holds 28,010 shares of ServiceNow common stock. This figure reflects his direct ownership immediately following the February 13, 2026 transactions disclosed in the Form 4.